SEC Form 4 · accession 0001140361-17-009724

INTERSIL CORP/DE · ISIL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Sunil Gupta

Officer — SVP, Worldwide Operations

Period of report

Feb 24, 2017

Accepted (ET)

Feb 28, 2017 · 5:02 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001096325

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Feb 24, 2017	D	52,105	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (Right to Buy)^F3	$7.09	Dec 3, 2012	D	12,000	D	—	Dec 3, 2019	Common Stock	12,000	D
Performance-based Market Stock Units (MSUs)^F4	$0.00	Jul 1, 2016	D	54,440	D	—	—	Common Stock	54,440	D
Deferred Stock Units (DSUs)^F5	$0.00	Apr 1, 2014	D	3,808	D	—	—	Common Stock	3,808	D
Deferred Stock Units (DSUs)^F6	$0.00	Apr 1, 2015	D	7,666	D	—	—	Common Stock	7,666	D
Deferred Stock Units (DSUs)^F7	$0.00	Apr 1, 2016	D	15,660	D	—	—	Common Stock	15,660	D
Deferred Stock Units (DSUs)^F8	$0.00	Jul 1, 2016	D	19,614	D	—	—	Common Stock	19,614	D

Explanation of responses

F1Number of shares beneficially owned includes 784.67 shares of Intersil Common Stock that was automatically purchased on 2/16/2017 as a result of recipients participation in the Intersil Corporation Employee Stock Purchase Plan.
F2Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2016, by and among Intersil Corporation ("ISIL") and Renesas Electronics Corporation, as joined by Chapter One Company (as amended, the "Merger Agreement"), upon the closing of the merger on February 24, 2017 (the "Closing"), each outstanding share of common stock of ISIL was cancelled in exchange for the right to receive $22.50 in cash.
F3Pursuant to the Merger Agreement, upon the Closing each vested stock option was cancelled in exchange for a cash payment per share equal to the excess, if any, of $22.50 over the exercise price.
F4Pursuant to the Merger Agreement, upon the Closing each unvested Performance-Based Market Stock Unit ("MSU") was accelerated and the performance measurement period ended as of the Closing. The number of shares acquired by reporting person is based on ISIL's Total Shareholder Return ("TSR") performance relative to ISIL's peer group of companies over the measurement period. The calculation for the number of shares earned by reporting person is based on 27,220 MSUs (at target) issued on 7/1/2016 multiplied by 200% payout.
F5Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions.
F6Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (3,833 DSUs). In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (3,833 DSUs) was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions.
F7Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (5,220 DSUs) and 2020 (5,220 DSUs) was accelerated and cancelled in exchange for a cash payment per share equal to $22.50 per DSU. In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (5,220 DSUs) was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions.
F8Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (6,538) and 2020 (6,538) was accelerated and cancelled in exchange for a cash payment per share equal to $22.50 per DSU. In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (6,538 DSUs) was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions.